Madoka's New Protector
by StormFarron185
Summary: After so many timelines, Homura failed to complete her own mission. She needed to pass it on to someone else, that someone, is Kyoko Sakura. This is a KyokoXMadoka fanifc with some HomuraXKyoko at the start...yes you read that right, no you are not high or drunk, at least I hope not.
1. Chapter 1: Death

**Authors Note: My mind must have been really screwed up when I decided to write this. Maybe I've been bitten by a poisonous spider. Living in Australia means that all of my wildlife is pretty much out to get me. I've only read one other KyokoXMadoka fanfic, maybe I can start a trend,lol, I doubt it.**

Homura open the door to her home to allow Kyoko Sakura entry. The exact same thing would happen just like every other timeline. Kyoko would comment about the state of her house, Homura would lay down the ground rules for staying, and Kyoko would speed to the fridge for something to eat. Nothing unusual.

_Time Skip_

Kyoko almost kicked the door of its hinges and stormed into the time traveler's house absolutely fuming. Homura sat on couch and sighed. She knew was coming next.

"That god forsaken, stuck up, self righteous, son of a b #%$!"

There it was. Kyoko's rant about Sayaka Miki. This always happened every time Kyoko tried to befriend Sayaka. She would ignore Homura's warnings and come home ready to break something. Homura had heard this rant many times before, but there was sometimes some variation on the rant from timeline to timeline. Kyoko proceeded to call Sayaka every foul mouth word in the dictionary, which was a lot mind you.

Kyoko ended up kicking one of Homura's chairs over during her rant.

"I'd appreciate it if you didn't end up destroying my home."

"Sorry, I just, argh! That freaking..." A long string of curse words followed. At first, Homura didn't really care when Kyoko went into rage mode, but after seeing this happen over and over again, she couldn't help but feel a little bad for the redhead.

Homura went to the fridge and took out a chocolate bar. She unwrapped it and shoved it into Kyoko's mouth mid rage. The redhead widened her eyes at the sudden placement of food, with half of it sticking out of her mouth, but she didn't complain. The girl bit into the chocolate bar and started chewing.

"Do you feel better now?" Homura asked, with a tilt of her head.

Kyoko nodded, devouring her bar of chocolate.

"Thanks Akemi-san. I needed that." Kyoko said after calming down.

"Just forget about Miki-san. We have more important things to worry about." Homura said.

"You're right, sorry." Kyoko said sheepishly. "Hey, you got any more of those?" Homura shook her head at the girl, smirking at her mood swing.

"I'll get started on dinner."

_Time Skip_

The two girls sat in the strategy room, filled with floating pictures of Walpurgisnacht. Kyoko asked where these came from, to which Homura only said that she had experience with the Witch before.

It was dead at night and Walpurgisnacht was fast approaching Mitakihara. Sayaka had just recently turned Witch and it seemed Kyoko wasn't paying to what the brunette was saying.

"Umm, hey, Homura-san?"

Homura stopped talking at the use if her first name. This certainly hasn't happened in any other timeline.

"What is it Sakura-san?"

"Well, do you know why that I became a Mahou Shoujo?"

This utterly confused the time traveler. _Why is she telling me this now?_

"No." Homura actually knew the story already, but for obvious reasons, didn't tell her.

"Do you, umm, want to know?" This was extremely out of character for the redhead. Homura may be a cold person to many people, but she wasn't completely without tact. She nodded, signaling the redhead to tell her story.

Kyoko recounted everything from her childhood, Homura stayed quiet, listening to every word. She was honestly, quite touched by the actions of the redhead girl sitting across her.

"Thank you Sakura-san. I know that wasn't easy to tell me."

"Damn right it wasn't." Kyoko said, reverting back to the Kyoko the time traveler knew.

"However, is there a reason as to why you told me this?"

"Well, you actually have the patience to put up with me. I don't pretend to be saint, and I know I can get pretty annoying. I just felt like owed you, that and I don't think I'll have another chance to say it."

The last part clicked something in Homura's mind.

_Oh right. Tomorrow would be the day Kyoko would sacrifice her life to kill Sayaka._

"Kyoko, we will pull though this, have some faith."

Homura blushed upon realizing she had just used her first name.

"I guess we'll see, won't we?" Kyoko said rather cryptically

The dark haired girl reached into her pockets and removed a bar of chocolate from it. She threw it across the room towards the redhead. Kyoko caught it out of instinct, staring strangely at the girl across herself.

"Eat it, you've obviously gone way too long without food." Homura said, cracking a joke.

_The Next Day_

Homura froze time. She ran as fast as could to the battlefield inside the Witch Barrier. Kyoko stood frozen, facing off against Sayaka's Witch form. Madoka laid there on the ground, knocked out cold. She was tempted to take Madoka and run, letting Kyoko to sacrifice herself. Those timelines however, always ended in failure.

_Not this time._

She swore to save Madoka, but after last night, she swore to herself that she would save Kyoko too. Homura didn't keep many weapons inside her shield, if she did, she would never pull out the weapons she needed in time. She walked beside the redhead to get ready for a fight.

She pulled out two RPG's and fired, watching the missiles fly towards the witch before stopping right before its face. Homura pulled out a FN Minimi and allowed time to move forward again.

Kyoko saw something explode on the face of the witch which surprised her. She then saw Homura beside her, wielding a Light Machine Gun.

"What the? Where did you come from?"

"No time, erect a barrier for Madoka!"

"Oh, right." The redhead summoned materials the block off the exit to protect the little pinkette.

Kyoko turned back to Homura unleashing a hail of bullets on the Witch. Familiars started to swarm her. Kyoko jumped forward to start slicing threw them.

The two Mahou Shoujo continued to jump through the battlefield in order dodge the constant slashing of the giant swords the Witch wielded. The Witch just missed Homura by a strand of her hair. She continued to fire, drawing the attention of the Witch.

Kyoko saw an opportunity and charged ahead with spear, ready to stab the Witch through the helmet. However it moved its other hand and hit Kyoko on her back, sending towards the ground. The Witch raised its sword, pointed it at Kyoko, and lowered the blade to strike the Mahou Shoujo.

Homura, in the heat of the moment, sped towards Kyoko. She raised her shield and created a ball of purple energy around herself to block the attack.

The sword made contact with her energy. Homura struggled to keep it up as the massive blade pushed against her. Her efforts were futile however as the energy broke, allowing the sword to pierce her shield.

Homura let loose as few M26 grenades to push the blade back with the explosions. They worked but they also blew the Mahou Shoujo away with the blast.

The resulting shrapnel from the grenades also struck Homura's soul gem, cracking it.

The girl shrieked in extreme pain. Her shield laid shattered on the battlefield. It started to throw out random weapons all over the place from it's infinite pocket space. Rifles, handguns, shotguns and more grenades flew the around the area.

Kyoko got up and saw that that Witch was going for another strike. The redhead dodged in the nick of time and grabbed a handgun and fired. The bullets had little to no affect, so she needed to try something else.

Kyoko rounded up all the grenades she could carry and launched herself up in the air to eye level with the witch. Homura showed her how a M26 grenade worked, so she knew how much time she had before the explosives went off.

She pulled the pins on the grenades threw them all through the open spaces in the protective helmet of the Witch.

Multiple blasts went off inside the helmet, shattering the piece of armor entirely. The Witch slowly fell towards the ground, while disintegrating at the same time. Kyoko watched it all happen, the battle was over and she lived through it, even if she wasn't expecting to.

She grabbed her prize Grief Seed as the Barrier disappeared. Homura screamed in pain again, bringing Kyoko's mood down immediately. She rushed to her side as Homura clutched her soul gem.

Homura stared at her own shield, broken pieces everywhere.

_I've failed._

After so many timelines, so many retries, this was how she failed. That realization hit her harder than anything kind of physical pain.

_I made a contract. I made a wish! It was suppose to come true!_

More cracks appeared on her gem, causing more pain to surge through her body.

"Homura, are you okay? Please say your okay!" Kyoko yelled, worried for the safety of her friend.

_I'm sorry Madoka. I'm sorry Kyoko…_

_…wait, Madoka can still be saved._

Homura turned her head to the redhead.

"Kyoko, you need to listen to me." It was much harder to speak than usual. Homura figured she was dying.

"Please, will you protect Madoka for me? I can't be there for her anymore. Please Kyoko, will you stop her from making a contact?"

Kyoko nodded her head immediately at her request. She was ready to do anything for her friend right now.

"Thank you, I know I shouldn't burden you with anything but I..." Another crack on her gem appeared, she screamed, cutting herself off mid sentence.

"Homura!"

"Go to my computer, the password is 'Timeline196', search for a video called 'Failure', it will explain everything." Her voice was trembling.

Her soul gem was starting to reach its breaking point. There wasn't much time left. Homura slowly gave Kyoko a handgun, the same one that killed Madoka many timelines ago.

"Please, end it." Homura pleaded, the pain she was experiencing was unbearable.

"I can't, you can't ask me that!" Kyoko didn't think she could ever bring herself to shoot Homura.

The dying girl grabbed Kyoko's hand, she was shaking all over. "I'm scared, end it now, please."

Kyoko clenched her teeth, and readied the handgun, pointing it right at the cracked soul gem. Homura squeezed her hand.

"I promise you Homura, I will protect Madoka and I will not let her make a contract, ever."

The dying mahou shoujo smiled a genuine smile. "I'm so happy, thank you."

Kyoko fired the gun.

Homura's grip on Kyoko's hand lost any force it had; all signs of life began to fade away from her eyes.

Kyoko dropped the gun and lowered her head over Homura's body. She had been holding back the tears building up in her eyes. She didn't try anymore and let the tears stream down her face. She was crying, for the first time in years.

**Authors Note: It wasn't easy killing my favorite character! So should I continue? Or do I need to burn in the fires of hell for this? Please review to give me your thoughts on this story.**


	2. Chapter 2: Calm Before The Storm

**Authors Note: Wow, I didn't expect to get a quite a few people asking me to continue. I feel really pressured to make this as good as it can be for the MadoKyo fans out there. I hope I can reach your expectations. You're probably tired of me rambling so lets get to the story.**

Madoka slowly opened her eyelids to see an orange tint on everything. She groaned as she got up from the hard surface. She began to rub her eyes.

_How long was I out? _

The pinkette turned her head, to find that the Witch Labyrinth had disappeared. Sayaka's soul gem was nowhere in sight. I guess we couldn't save her after all...

Madoka saw Kyoko, alive and well standing over someone, with what appeared to be her own phone in the hands of the redhead.

The pinkette got up and snatched the phone away, surprising the Kyoko at the speed Madoka had done it at.

"Sakura-san! You can't just take my phone without asking!" Madoka checked the phone screen. It seemed Kyoko was trying to unlock it. Madoka was about ask what happened, but stopped herself when she saw the look on the Mahou Shoujo's face.

It wasn't Kyoko's regular smug look. She looked sad, depressed, it was eerily similar to what Sayaka looked like before she turned Witch. The pinkette slowly diverted her attention to the body on the ground. She quietly gasped at the sight.

_It can't be...Homura-chan?_

Madoka got down and slowly checked for a pulse on Homura. She didn't find one. Madoka didn't know Homura very well, but she knew her long enough to grow an attachment to her, now she was gone, just like Sayaka. Tears started to build up in her eyes until Kyoko put a hand on her shoulder.

"Kaname-san, you should call an ambulance."

Madoka nodded slowly and wiped away her tears. Her fingers were shaking as she unlocked her phone, seeing how distressed the pink haired girl was, Kyoko extended her hand to her.

"Let me call them."

Madoka nodded, still trembling as she handed the device over to the Mahou Shoujo. After making the call, Kyoko picked up Homura's body, and began to carry it outside the construction site. Kyoko was deep in thought as she did so.

_I'm the only one left. _

_Mami died, then Sayaka, and now Homura. Everyone I know ends up dying, but I guess that's the fate of all Mahou Shoujo. _Kyoko could hear Madoka attempting to hold back more tears.

_Should I just take Madoka and run? Can I even beat Walpurgisnacht on my own? Few Mahou Shoujo have ever faced it and lived, according to the stories anyway. _

The ambulance arrived to take the body, one of the men of who did muttered something about 'another one'. Kyoko and Madoka suspected he was referring to Sayaka's body.

Madoka seemed to be in a trance as the vehicle drove away. Kyoko hit her lightly on the back to snap her out of it. "Come on Kaname-san, lets get you home. Your parents must be worried sick."

_Kaname Residence _

When Junko Kaname opened the front door to find her daughter standing there perfectly fine, she gasped and pulled her into a lung crushing bear hug.

"Mum! I'm okay! Owie, that hurts." Madoka cried out while bring crushed.

Kyoko watched the scene before her with a small smile. Madoka had everything Kyoko wanted. Shelter, food, friends and a loving family. Kyoko envied her for it. _Why would she be willing to throw it all away just become a Mahou Shoujo? A single wish, a wish that would only end in despair._

"What happened?" Junko asked. "Your friend Hitomi-san said you ran off while walking to school."

"Oh umm, a friend, needed me."

Junko noticed Kyoko's presence. "Oh hello there, are you that friend?"

Kyoko nodded. "Yes, I'm sorry I dragged her away from school."

"Well, if you're Madoka's friend, then she must trust you. So I am going assume you had a good reason, right?" The look on Junko's face showed that if she got the wrong answer, bad things would happen

_Does Madoka really think I'm her friend?_ Their first meeting didn't exactly start a wonderful friendship.

Madoka's father arrived at the entrance to see what was happening.

"Madoka? Your safe?" Tomohisa looked just as stressed as Junko did.

"Don't worry dad, I'm fine."

"Do you want to tell us what happened?" Junko asked.

Madoka suddenly had a worried look and turned her eyes to Kyoko. The redhead merely shrugged.

_It's your choice, they're your family._ Kyoko said through her telepathy.

Water started to well up in Madoka's eyes again, surprising the parents.

"Hey its okay, you don't have to tell us now, you can wait till your ready. So who is this Madoka?" The pinkette's father asked, trying to change the subject.

"Oh yeah, you haven't introduced yourself to us yet." Junko said to the redhead.

Kyoko cleared her throat. "I'm Kyoko Sakura, it's a nice to meet you." She bowed her head slightly at the parents. She had almost completely forgotten that this was pretty much custom when meeting someone's parents.

"I should be going now, I'll see you later then Kaname-san." _Don't make a contract,_ Kyoko added though telepathy.

The redhead left without another word. She headed towards Homura's house.

Night had fallen and Kyoko could feel a cold sense of dread as she continued walking to the empty house. Few cars drive by in the cold night. Small rain droplets starting to come down from the clouds, when the amount became too much, she was running towards the home of her dead friend. Kyoko burst into the home after pick locking the door.

_Strange weather..._

Homura had told her that irregular weather was one of the signs that Walpurgisnacht was coming. It wasn't supposed to rain for at least another week. Time was running out for the Mahou Shoujo.

Her entire outfit was soaking wet from the rain. She needed to dry herself off. She changed into an exact copy of clothes she currently wore, those were kept in the guest room of the house.

_Time to find out what was Homura hiding. _

Kyoko stood before Homura advanced computer. She definitely wasn't struggling for cash, as her huge supply of food to feed the redhead with indicated. Now however, the redhead felt no urge to eat.

She sat down and started up the computer. The requirement for a password popped up in the centre of the screen. Kyoko's hands started to shake.

_Wait, why am I trembling?_

Kyoko couldn't help but hesitate, and she didn't know why. Shaking it off, she imputed the password. She clicked on the 'start' button and typed in the name of the video she needed to find.

"Failure..." She said quietly when she found it.

Doubling clicking on the video, it opened up and took up the entire screen. Homura stood in the video in her Mahou Shoujo outfit, she looked quite nervous. She cleared her throat before speaking.

_"If this video is being viewed, then I...have died. I don't know who is watching this, but I'm going to assume your a Mahou Shoujo." She then took a deep breath._

_"I, Houmra Akemi, can manipulate time. I know you may be sceptical, but..." She then disappeared from the screen, then reappeared again, seemingly out of nowhere. _

_"I know it isn't much but that's the most proof I can give you. I hope whoever watches this stops Madoka Kaname from ever making a contract with Kyubey."_

Homura started recounting her past. Everything from her wish, to revealing that if Madoka makes a contract, she will inevitably become the strongest Witch ever born, one that will destroy the world.

After Homura finished re telling everything. She then went on to explain her absurd amount military weaponry. She had a secret armoury filled with all kinds of weapons to fight Walpurgisnacht with.

_"That's everything, I guess. If you do decide to take over my mission to stop Madoka Kaname from being contracted, then I am eternally grateful. Good luck, I fear you will need it."_

The video ended, Kyoko couldn't believe what she had heard from Homura in the video. Everything seemed way too insane for the redhead to wrap her head around. The very idea that she used to be a shy girl seemed foreign to the redhead.

"Here I thought my past was bad."

_The feeling she must have felt when her shield was destroyed. After redoing everything over and over again, she died because of me, because of my stupidity._

Kyoko checked her soul gem realised that she had used a lot of magic in the fight against Sayaka as a Witch.

The redhead got up and went to the stash of Grief Seeds she had stockpiled. She would save Sayaka's Grief Seed for later and instead used a bunch of weaker ones to drain the curses away.

_How the hell am I supposed to kill Walpurgisnacht if Homura couldn't?_

After completely cleansing her soul gem, she went back to the computer. The Homura in the video had shown how to unlock the armoury in her home. It seemed she had alerted the interior of her home to hold more than it could regularly. That explained her gigantic strategy room at least.

Kyubey unexpectedly showed up beside Kyoko.

"Well, now isn't this a surprise. I expected it to be Homura Akemi sitting here, not you."

Kyoko glared at the little alien. "Tell me, was there any chance I could've saved Sayaka Miki?"

"Of course not, Grief Seeds could never revert to soul gems."

"I see..."

"This of course works out however. Based on your fighting ability, you have no chance at defeating Walpurgisnacht on your own. If Madoka wants this city to survive, she has no choice but to make a contract."

"I won't let that happen. I promised Homura that she would never make a contract, and I will keep it." Kyoko felt a great urge to cut the little thing to pieces right now, but didn't want to dirty up Homura's house with the blood.

_The Next Day, Kaname Residence._

Madoka didn't have a great night. First the news reported the death of Sayaka and Homura, she already knew but it still hurt to hear it, then she told her parents that she found Homura dead, only to have Kyubey spout nonsense at her before going to bed.

She was woken up by a soft tapping sound on her window, she first assumed it was Kyubey until she saw the silhouette...It was a person. Before she could cry out, a familiar voice entered her mind.

_Relax, it's just me._

_Sakura-san, why are you here?_

_Hey, after you eat breakfast, could you meet me just outside your house? I need to talk to you about something._

_Umm, sure._

_Thanks._

Just like she said, Madoka met Kyoko outside her house, the redhead was leaning against a tree with a pocky in her mouth.

"You wanted to talk Sakura-san?" Madoka was still somewhat depressed. She tried to maintain the image that she was fine, not wanting others to worry about her, but it got harder every day to keep it up.

"Yeah, are you free today?"

"Well, I don't think I have any plans, why?"

"Good, because I need your help again."

"Again?" The pinkette was confused, what did she need help with this time?

"Yeah." Kyoko finished eating the pocky and put another one in her mouth.

"I'm going to Kasamino City, my old territory. I've been gone for a awhile, so maybe some Mahou Shoujo have taken over."

"Don't tell me you're going to fight them!" She couldn't understand why Mahou Shoujo spent more time fighting each other than fighting Witches.

"Don't worry, I don't plan on fighting them. I hope I have don't have to anyway."

"Then why?"

"As much as I hate to say it but...I need help to fight Walpurgisnacht. I alone can't do it, so I hope to get some kind of backup against it, and don't even think about becoming a Mahou Shoujo!"

Madoka nodded meekly. Kyoko saw how depressed pinkette was, the redhead tried to cheer her up.

"Look, I need you for two reasons. One is so I can keep an eye on you, and two is because who could say no to such a cute face." Kyoko then pinched Madoka's face causing her to jump back.

"S-S-Sakura-san! That hurt." Madoka pouted as she rubbed her cheek.

_Wow I gotta admit, she actually is pretty cute when she makes that face._

"You're so mean."

"What can I say, I'm a mean person." Even Madoka couldn't help but laugh slightly at that.

"Anyway, you should probably let your parents know that you'd be gone for most of the day. Otherwise your mother might skin me alive."

Madoka laughed again and ran back to her house to inform her parents. When the pinkette was out of earshot, Kyoko let out a sigh. That cold sense of dread came back. It was hard for her believe that a girl like Madoka could become the strongest Witch ever.

_Don't worry Homura, Madoka will be safe and Walpurgisnacht is going down._

**Authors Note: I must have made at least half a dozen versions of this chapter. I feel like this could've been a lot better than it turned out. Oh well. All constrictive critisim is well appreciated.**


	3. Chapter 3: Clash of the Mahou Shoujo

**Authors Note: Credit goes to Villain84 for the creation of the OCs in that appear in this chapter.**

_Kasamino City_

A Witch flew around its battlefield at extreme speeds, dodging the ice shards being shot at it. A Mahou Shoujo clad in light blue and white, got progressively more annoyed as the Witch avoided her shots. The Witch was small, but with big black wings and purple markings over it's body.

"Stand still." She growled under her breath.

She stopped shooting and created an ice blade to wield. The white haired girl launched herself at the Witch with a flurry of slashes, but it was able to dodge each strike.

"Chishiki-san! Can't you take a clear shot at it?!" She yelled, the Witch was really testing her patience, and her other friend had yet to arrive to help.

Another Mahou Shoujo, wearing nothing but dark blue on her Mahou Shoujo outfit, stood at the edge of the battlefield. She held a black magical sniper rifle in her hands. However the Witch moved too fast for Chishiki to get an accurate shot.

"Maybe if it stood still for two seconds, I could!" She yelled in frustration.

The ice powered girl was getting fed up as she continued to miss slash after slash, until a familiar voice could be heard.

"Sorry I'm late!"

A girl running into the labyrinth wearing a black outfit, jumps at the Witch and raises her arms to it. Hundreds of crows burst out of her hands, shrouding themselves around the Witch, trapping it entirely. The girl with white hair took the opportunity to cut off one of its wings, while the Mahou Shoujo with a sniper rifle, took aim and blew off the head of the Witch.

The barrier disappeared as the long white haired Mahou Shoujo picked up the Grief Seed. She started walking towards her friend who she was less than pleased with, her icy blue eyes showed how annoyed she was.

"What the hell took you so long Karasu-san?" It was five in the morning and she wasn't in the mood for the antics of the crow controlling girl.

"Hehehe, sorry Tsurara-chan, but making up an excuse to get out of the house is harder than you think."

"What, it's 5am. Shouldn't everyone be asleep?"

"No one will be asleep if you keep that up." Chishiki commented dryly. They found the Witch near a hotel, meaning they had to keep they're voices down unless they wanted garbage being dumped on them.

"Hey it's not my fault." Karasu answered back. "My family's got a meeting and a party they have to go to, they leave early in the morning, and come back at like nine at night. Not my fault that the Witch had terrible timing."

Tsurara let out of long and frustrated sigh. "Remind me why we're friends again."

"Technically we're just under a truce to share this territory." Chishiki said.

Karasu didn't try to argue anymore. "Alright, I'll buy you all breakfast to make up for it okay?" The other two nodded as they transformed back into their causal clothes.

_Outskirts of Kasamino City_

"So how are you going to find out if a Mahou Shoujo has taken over?" Madoka asked as she followed Kyoko into Kasamino.

"Simple, we find a Witch and see if anyone comes in to kill it." Kyoko said. "If we're lucky, there might be more than one Mahou Shoujo here."

"How are you going to convince them to help? What if they don't want to?" Madoka asked worriedly.

Kyoko's head dropped at the question. "Well, I haven't figured that part out yet, but hey, that's why your here."

Madoka didn't quite share the redhead's optimism. She continued to follow her in the city in search of a Witch.

Chishiki, Tsurara and Karasu jumped through rooftops to find more Witches. The three didn't really have any plans on what to do today, so they went on another hunt. They weren't the most out going and social group in the world.

A black crow stayed by Karasu, the crow was her best friend, one who would be forever loyal to her and her alone. Ko was created as a result of Karasu's wish, Ko being the name of the crow.

Chishiki felt something with her magic. The power she sensed was so intense, it caused her to stop moving entirely. The dark blue haired girl stood at the top of a rooftop, still trying to comprehend what she was feeling.

"That can't be possible..." She murmured under breath. The other two noticed that she stopped moving and went to ask what was wrong.

"Do you sense a Witch?" Tsurara asked. Chishiki shook her head.

"I feel, someone...with immense potential. It's...insane." Chishiki Nagai had the power to feel the presence of Witches, Mahou Shoujo and those who had the potential to become a Mahou Shoujo within a certain radius. This resulted in her left eye turning red when ever she used her magic, her right eye however, remained its natural yellow.

"How strong is her potential?" Karasu asked.

Chishiki looked at them both, with a look of genuine fear in her eyes. "Stronger than all of us combined, a thousand fold." The others were shocked at the statement.

"To think someone has that kind of power." Tsurara murmured.

"But Kyubey hasn't contracted her yet, right?" Karasu asked.

She closed her eyes for moment. "I don't feel a second soul gem with them."

Tsurara eyes widened. "Wait, second soul gem?"

"Yes, there's a Mahou Shoujo with her." The three girls stood there, debating on what to do next.

"You know you guys are boned if you leave them alone right?" Ko commented.

"Thank you, captain obvious." Tsurara growled.

Kyoko and Madoka entered an alleyway in search of a nearby Witch. Kyoko's soul gem glowed brightly, indicating that a Witch was very close.

"Are you sure you want to go in?" Kyoko asked. "You nearly died last time." The redhead was starting to have second thoughts about bringing the pinkette along. Witch fighting was dangerous, but she couldn't leave her alone with Kyubey.

Madoka nodded. "I'll be fine, if I can't become Mahou Shoujo, then I want to help in any other way." With that, Kyoko transformed and cut open a way into the Witch Labyrinth.

The new owners of Kasanimo city, watched the two enter the Labyrinth from a distance. Karasu turned her head to Chishiki. "What do we do now?"

"We wait for them to kill the Witch, then we move in." Chishiki answered.

The familiars didn't prove to be any challenge at all to Kyoko. She cut them up left and right as the two continued through the Labyrinth, hoping to find a Mahou Shoujo along the way.

Unfortunately, the Witch noticed their presence and warped the Labyrinth to force them to fight the Witch.

"I guess no one is coming to kill it then." Kyoko summoned the barrier to protect Madoka and engaged the Witch in battle.

The battle was over relatively quickly. Kyoko Sakura was a veteran after all. She sighed after picking up the Grief Seed. "Maybe no one's taken over this territory yet." The redhead said to herself.

Just when Kyoko finished her sentence, Madoka felt someone grab her from behind.

"Saku-" She was cut off when a hand covered her mouth, preventing the pinkette from forming coherent sentences.

Kyoko found herself surrounded by large shards of ice. Looking up, there were several crows circling overhead.

"What the hell is going on!?" Looking though the ice, she saw girl with red and yellow eyes holding Madoka back.

"Kaname-san!" Kyoko cut through the ice with her spear and charged forward. Tsurara jumped down from the roof and landed in front of Madoka.

"Not another step." Tsurara said as she summoned an ice spike from her palm, and held it against Madoka's throat.

Kyoko stopped moving and glared at girls holding Madoka hostage. Madoka stopped struggling when the grip tightened and the ice piece inched closer to her throat. A single tear went down her cheek.

"Wait! I'm not here to fight! I just want to talk!" Kyoko yelled, trying to defuse the situation.

"Really? From what I see, is a Grief Seed in your hand. A Grief Seed that belongs to us." A voice said from behind the redhead. There was yet another Mahou Shoujo in the alley, with short black hair that had red tips. A purple soul gem rested on her arm.

_This day just keeps getting better and better._

"Look, I just wanted to talk." Kyoko said. "I figured that I would find a Witch and hope the Mahou Shoujo on this city would show up."

"Why should we believe you?" The white haired girl asked.

"If I wanted to take over, you would all be begging for mercy right now."

A single silent moment passed. The air was filled with tension between those inside the alleyway. Ko flew overhead and started talking to all the girls with telepathy.

"Hey, I hate to break up a potentially awesome cat fight, but there you all have something else to worry about."

"Oh what now?! Who the hell are you?!" Kyoko yelled at the bird in the sky.

"I'm Ko, the most awesome bird that has ever existed."

"Wait, what's going on now?" Karasu asked.

"There's another Mahou Shoujo headed this way, shes like, running really fast. In fact she should be behind you in about three seconds" Ko said.

The moment Karasu turned around, a girl wearing black, had bright red claws coming from her arms, headed straight towards her.

Karasu turned her hands in crow talons and blocked the first strike from the mystery girl.

"Who are you?" Karasu asked as the claws pushed against the talons. The girl ignored her question and raised her other arm to strike. The two engaged in a melee battle.

Kyoko had no idea what to do at that moment and just started backing away from the fight.

"Hey! She a friend of yours?" Tsurara asked Kyoko.

"Hell no. I've got no idea who she is." Kyoko said.

"Tsurara-san, we have to help Karasu-san." Chishiki said, finally letting go of Madoka, deeming her unimportant during the current situation.

"Do you have a clear shot?"

The black sniper rifle appeared in Chishiki's hands. She looked though the scope to see if she could take out the new Mahou Shoujo. The two were moving too fast for to get an accurate shot.

"No, I can't. We need to attack all at once to overwhelm her." A bayonet came out of the rifle as Tsurara created an ice sword for herself. The two joined the intense close quarters fight against the new black haired girl.

The redhead ran towards Madoka. "Kaname-san, are you okay?"

"I'm fine Sakura-san. Please, you have to help them." Madoka watched the three versus one brawl play out.

The new girl surprisingly held her own quite well with her red claws as crow talons, an ice sword and a bayonet being slashed at her.

"Are you sure? They just tried to kill you." Kyoko said. "I can always find other Mahou Shoujo to help me."

"Yes, it was just a misunderstanding. Madoka said. Kyoko sighed in defeat, she was right. Walpurgisnacht was coming, and she needed all the help she could get.

The redhead turned around and spun her spear, getting ready to fight. Kyoko tilted her head towards the pinkette behind her.

"You know, your way too nice for your own good." Kyoko said with her trademark smirk before jumping ahead and joining the fight.

The Kasamino girls stared at Kyoko in surprise when the redhead came and deflected an attack by the other Mahou Shoujo.

"You're helping us?" Karasu said before blocking the next strike.

"That dosen't make logical sense." Chishiki remarked while trying to stab the enemy.

"Fight now, talk later!" Tsurara yelled as she got up after being smacked into a nearby wall.

A small alleyway wasn't to best place for a five person fight. Ko tried to help but Karasu told him to stay out of it, as she couldn't risk him being hurt in battle.

Madoka watched as all the girls fought this one person, silently hoping that they all would survive, she had seen too much death already.

"Please Kyoko..."

As good as the mysterious Mahou Shoujo was, fighting four at once, eventually drained her of her magic. The Mahou Shoujo got pushed back as Kyoko launched herself in the air.

"Game over!" Kyoko yelled as charged with her spear to finish her off.

Four small spheres seemingly come out of nowhere, flying past the red clawed girl and striking the four opposing Mahou Shoujo right in the face, knocking them all down simultaneously.

A blue eyed girl wearing a white dress, came onto the scene and picked up the red clawed girl in her arms. She stared down at the girl in her hands.

"I'm sorry Oriko..." The defeated Mahou Shoujo said.

"It's okay Kirika, there's always next time." Oriko said before leaving the alleyway.

The remaining Mahou Shoujo all laid on the cold floor, panting. That was the first time Kyoko ever saw a Mahou Shoujo of that caliber. Mami Tomoe could match her skill in a fight, but someone who could fight four Mahou Shoujo at once, that was insane, and definitely someone Kyoko wanted on her side to fight Walpurgisnacht.

Ko came down from the sky and stuck himself in front of Kyoko, startling the redhead.

"So...what did you want to talk to us about?"

**Authors Note: Wow, this turned out very different than I first imagined. I'm sorry if the action scene was lack lustre, I'm not the best at writing those. I do hope to improve later on though. I also just realised, I gave Chishiki a sniper rifle as her weapon, but she barely fires a bullet with it in this whole chapter. XD **


	4. Chapter 4: Negotiation

**Authors Note: Oh my Godoka this chapter was a pain to write for some reason. I knew what I wanted to happen, but every time I would blank out on what to write after a few lines. So frustrating, I swear, if I were a Mahou Shoujo, I would've turned into a Witch by now.**

_Oriko's House_

Kirika Kure laid down on a bed as Oriko nursed her back to health. The white haired girl scolded Kirika as she did so. Kirika had a few cuts and bruises on her body, this was due to fighting in such a confined space.

"What were you thinking? Trying to take on four Mahou Shoujo at once. You're so reckless." Oriko said, while healing Kirika's wounds with magic.

Oriko asked Kirika to find and kill any Mahou Shoujo she could find. The killings were an attempt to distract Kyubey from contracting Madoka Kaname. They couldn't strike at Madoka directly, not when Kyubey was nearby, as he would take such an opportunity to contract her.

When they found out that Madoka had left the city, they had to take the chance to kill her, but in their haste, they didn't take the Kasamino Mahou Shoujo into account. Which lead to Kirika's near death.

"Sorry, but I will do what ever it takes to make you happy." Kirika responded, after an intense fit of coughing.

"If you die, I will never be happy, so please be more careful next time." Oriko continued healing the dark haired girl on the bed, but stopped when she had a vision.

Her magic allowed her to see the future. Oriko Mikuni could change whatever future saw, if she so desired. Oriko's first vision was that of Madoka Kaname becoming a Witch, and bringing about the end of the world.

_Ruins, the wrecked remains of what appeared to be a city. The sky was dark and cloudy, the whole scene gave off a post-apocalyptic feel. Buildings floated in the sky, before being thrown towards a girl, wearing red._

The vision ended before Oriko could see more. Usually she would manually use her magic to see the future, but there were moments when she would subconsciously use her power, which would sometimes lead to some pretty awkward situations for the white haired girl.

Kirika knew what just happened, she had seen that look on Oriko's face before. "What did you see?" She asked.

It was a moment before Oriko answered. "I think, it's different. Hang on, I'll try again."

Oriko focused her magic into seeing a clear vision of what Mitakihara will become in less than a week.

_Walpurgisnacht was there, battling with Kyoko Sakura. She continued to dodge the the buildings being thrown at her. Homura Akemi was nowhere to be seen. _

_That's strange._

Oriko diverted her magic into seeing the future of Homura Akemi. Nothing, she saw nothing in her future, this confirmed her suspicions. Homura was dead.

"Well?" Kirika asked.

"Homura Akemi is truly dead." Oriko said. "That means we'll have an easier time taking out Madoka Kaname."

_Karasu's House_

"So, let me get this straight." Ko said to Kyoko. All five girls were in Karasu family's living room. Tsurara leaned against a wall, Chishiki and Karasu sat on the couch, and Kyoko sat in a nearby chair, with Madoka at her side.

"You want all of us, to fight the strongest Witch to have ever existed? A Witch that's known for destroying entire towns and bringing whole cities to ruin?" Ko asked, like it was the dumbest idea ever, and indeed it probably was.

"Okay, when you say it like that, it sounds stupid." Kyoko said.

"That's because it is stupid." Tsurara argued. "What reason do we have to help you?" They all waited for an answer from the redhead. Even Madoka didn't know how Kyoko would convince them.

"It's Grief Seed." Kyoko stated. "If you agree to help me, I'll give you the Grief Seed of Walpurgisnacht." That was enough to give leave everyone speechless.

"Are you sure Sakura-san? I mean, don't you need Grief Seeds so you don't..." Madoka couldn't finish that sentence. The memory of what happened to her childhood friend was still fresh in her mind.

"Hey don't worry about me, I ain't gonna witch out anytime soon." Kyoko assured the pinkette. She showed her soul gem to her. "See? I'll be fine for awhile."

"Such a seed could sustain all of us for months, maybe years." Chishiki muttered.

"Is it worth the trouble though?" Tsurara asked her. "We'll be risking our necks in fight that we may not win."

"What do you think Ko?" Karasu asked.

"I think you'd have to be mentally insane to even consider fighting that thing, but..." Ko landed on her shoulders. "...if you want to fight it, then I'll stand by you. I haven't left you alone before, and I won't start now." Ko said, turning from a sarcastic douche, to being kind and sensitive in a blink of an eye.

"Thank you." Karasu and the others stayed silent. Only the sounds of cars going past and the creaking of the old house could be heard.

The dark haired girl let out a frustrated sigh. "Sakura-san, Kaname-san, we need more time to think about this. Please comeback at sundown, we'll probably have an answer by then."

Kyoko nodded and left the house with Madoka. When Kyoko closed the door behind her, she sighed. "Well, all things considered, I think that went pretty well."

"How do you know if it's Grief Seed will convince them Sakura-san?" Madoka said.

"I don't actually. I just made the same offer Homura made me when she asked for my help." Kyoko said, she never would've guess that when she agreed to help her, that the redhead would end up in a situation like this. Trying to negotiate with someone was not one of her many specialties.

"What if they say no? What will you do then?"

"Well..." Kyoko scratched the top of her head. "Lets not think about that, okay? Come on, I'll show you around, we have until sundown anyway." With that, Kyoko grabbed the pinkette's wrist and gave her a tour of the city.

Back in Karasu's house, the three girls were trying to figure out the best course of action in their current situation.

"Okay, so..." Chishiki began.

"...Walpurgisnacht is headed towards Mitakihara city. Mitakihara is right next to this city, Kasamino. Meaning that if Walpurgisnacht isn't defeated at Mitakihara, it's going to head here, and most likely destroy everything. So the question here is, do we run? Or do we fight?"

"I say we run." Tsurara interjected. "Walpurgisnacht just isn't worth it. I say we cut our losses with this city, and we just try another."

"I wasn't done yet." Chishiki said. "Every account that depicts a battle against Walpurgisnacht, it has always been one Mahou Shoujo fighting it."

"So if we all work together, there is a chance we might beat it?" Karasu asked.

"Maybe, or we all get killed." The ice powered Mahou Shoujo said.

"If we do decide to run, how far can we go? We still need Grief Seeds to keep ourselves clean." The dark blue haired girl stated. "If we fight however, it means we'll be battling an unknown enemy." She groaned in frustration. "Dammit, there are far too many variables on either choice."

"We could flip a coin." Ko suggested. The girls gave him death glares, including Karasu. "Or maybe not."

"I think we all need to clear our heads for awhile." Karasu said. "We'll get back to this when our minds have calmed down." The other two nodded and left the house.

Karasu Tori left for her room upstairs. Paintings decorated the walls of the room. She was somewhat of a goth so some of her pictures she painted looked dreary and depressing, but sometimes she would let her mind wonder and allow her hand to move on instinct. This lead to some...interesting pieces, or as Ko would put it; 'the work of someone who was both high and drunk at the same time'. Painting was a hobby of hers, well, before she made a contract and took up the job of Witch hunting. Now the paint brushes laid dust covered in the corner of her room.

_I guess this should help me think._

She set up the equipment and took a deep breath and cleared her mind, before putting brush to paper.

Tsurara Samui stood atop one of the taller buildings of Kasamino. She watched humans, as they went on with their daily lives, oblivious to what the Mahou Shoujo did for them. It was a thankless job, but one that had to be done unless they wanted to turn Witch. Karasu and Tsurara had no idea about the truth of what they were, until Chishiki joined them. The dark blue haired girl didn't hesitate to reveal the truth to them. It shocked them at first, but that just gave them even more reason to kill Witches.

_I wonder what mom and dad are doing now._

Tsurara separated herself from her family long ago, for their own safety. She tried to force herself to forget them, but she couldn't. She could never forget what she did to them.

_I hope they're alright._

Truthfully, Tsurara didn't care much for Kasamino or its inhabitants. It was indeed a nice place, but there was nothing overly special about it. Unless you counted the small run down church in the outskirts of the city that boarded on Mitakihara.

_This city would be in ruins if Walpurgisnacht gets here._

_If things continue the way they are, then I might have no choice but to fight._

Chishiki Nagai walked among the humans in the streets. Her clothes were simple; long blue pants and a plain light blue shirt. Nothing that made her stand out amongst the crowd, then again, she was never really good at standing out at all.

Blending into the crowd, she racked her brain on what to do. Clearing her mind wasn't something she did well. She liked to think, to calculate scenarios, but this one had her stumped. She soon figured that the best course of action at their current point in time would be to find Kyoko Sakura and Madoka Kaname.

_There's something they're not telling us. How do they know that Walpurgisnacht is coming? How do they know that Walpurgisnacht is even back at all?_

Slipping into a nearby alley, she transformed and used her magic to find Madoka Kaname. It turns out they weren't very far from her.

Kyoko and Madoka entered a small restaurant for a meal. The owner, who was a woman that looked like she was in her mid-twenties, greeted them with surprised look on her face.

"Kyoko-san?! Is that you?" She asked, not believing her eyes.

"Do you know another redhead with a ring like this Yuki-san?" Kyoko showed her the ring on her finger. The owner nodded and showed them to a spare table.

"So what brings you back here? Last we spoke, you said you were leaving this city and going to make Mitakihara your territory." Yuki said.

"Yeah, well, lets just say shit happened." Kyoko said.

"Mahou Shoujo shit?" Yuki inquired.

Madoka stared at the owner, then at Kyoko after that question. "Wait, she knows about, err..."

"Yeah, she knows about the Mahou Shoujo business." Kyoko answered. "She found out when I saved her ass from an attempted robbery once. Ha! The look on her face was priceless." The redhead laughed at the memory.

"Yeah, so to say thanks, whatever she orders, is on the house. That and I let her stay at my place from time to time. It would have been nice to be a Mahou Shoujo myself, but my teenage years are over." The owner then realised she didn't know the name of redhead's new friend. "So what's your name squirt?"

"Oh, I'm Madoka Kaname, pleased to meet you." The pinkette extended her hand to let the owner shake it.

"My my, such manners, you'll lose those pretty quickly if you keep hanging around Kyoko-san."

"Hey!" Kyoko exclaimed. "I have plenty of manners, I just don't use them."

They had a laugh at the redhead's expensive before deciding on what to order. While waiting, Kyoko noticed that Madoka was fidgeting in her seat. Kyoko assumed that it was because she was still getting used to the new city, but then the pinkette spoke up.

"Sakura-san, how did Homura-chan...die?" It wasn't easy for Madoka to ask that, but she just had to know.

Kyoko honestly expected this question to pop up sooner or later, but that didn't lessen the pang of guilt she felt in her chest.

"Sakura-san?" Madoka tilted her head to the right at her silence.

"I'm sorry Kaname-san."

"What?"

"I...I...I killed her. I'm so sorry."

Madoka gasped, not believing her words.

"Homura came to help me fight, she wanted to help me. However, her soul gem cracked during the battle. I couldn't help her, she...she asked me to kill her, to end her suffering."

Kyoko couldn't look at Madoka, she didn't want to see her face, whether it be one of disappointment or anger, she didn't want to see it.

"I couldn't save Sayaka, and Homura ended up paying the price for my stupidity." As each second passed, the corruption began to take over her soul gem.

"It's okay, Kyoko-chan." Madoka said, surprising the redhead. "She asked you to stop her suffering right? If that's what she wanted, then you shouldn't blame yourself."

Kyoko stared at Madoka. "If she was happy, then, then you don't need to beat yourself up over it, you know." Madoka said, trying her hardest to cheer Kyoko up. The thought of Kyoko turning into a Witch too was something she didn't want for her.

"Wow." Kyoko said. "You really are full of surprises, aren't you?" The redhead said, pulling herself back together. "Thanks...Madoka-san."

"I'm sorry I asked but, I just, wanted to know what happened." Madoka apologised.

"She was you friend too, so you deserved to know."

The pinkette and redhead enjoyed their food while talking about less than heavy topics.

_Well Homura, I can see why you wanted to protect her so much. She truly is special. _Kyoko thought as she watched Madoka stuff her face.

The owner waved them goodbye as the left, hoping to see them again. The moment they left however, they were greeted by a familiar face, Chishiki.

"Follow me." That was all she said. Kyoko looked at her suspiciously. Chishiki turned around and walked in another direction. Kyoko and Madoka followed her reluctantly. Kyoko had her soul gem clutched in her hand, ready to transform on a moments notice.

She eventually lead them to a small house in a secluded part of the city. The house was small, and slightly run down, but still looked like it could be habitable. Inside, the place was a bit dusty, a few cobwebs covered the covers of the wall, but it didn't look completely abandoned.

"This is my place." Chishiki stated. "Tsurara and I live here while we own this territory."

"Okay, we're here, so what is it? Have you made a decision?" Kyoko asked.

"Not exactly. I need to know a few things before I decide." The dark blue haired girl said as she sat down on a chair in the dinning room. "First, how do you know that Walpurgisnacht is coming. What proof do you have of this?"

"What...I..." Kyoko was stumped. She didn't even consider the fact that they wouldn't believe her. "Well, I do have proof, but its not exactly concrete..."

"I see..." Chishiki put a hand on her chin. _Is this just a trap? Hmm,no, if this was a trap, then they would've made it sound more convincing._ She shot a quick glance at the two girls.

_So as things stand, it's more likely that they're telling the truth._

"Alright, I believe you. My next question is; do you know what Walpurgisnacht is? Do you know why it's back?"

"Back? What do you mean?" Kyoko asked.

"What? You mean you don't know?" This surprised Chishiki. Kyoko shook her head. "Well then, I guess I should explain, first take a seat." She guested to some empty chairs for them to sit on.

"Forty two years ago, Walpurgisnacht disappeared from the face of the earth. The Mahou Shoujo claimed that it got sucked into the ground. Since that day, Walpurgisnacht has become only a legend."

"But now it's back?" Madoka asked.

"According to your friend, yes it is, but why?"

"I don't know, I always thought it was just a super powerful Witch. I never even knew that it once disappeared. Anything else I should know?" Kyoko asked.

"There is a rumour that the souls of dead Mahou Shoujo become one with Walpurgisnacht, but that hasn't been confirmed."

"That's horrible." Madoka whispered. That information even made Kyoko sick to her stomach.

_Homura...Sayaka...Mami..._

_The redhead tried to shake off the thought. No, they're just rumours. Not facts._

"One more thing, although its not really related to Walpurgisnacht." Chishiki mentioned. "Are you sure you don't know anything about the Mahou Shoujo we fought this morning?"

"Sorry, but I got no clue who they were, though I would like to bring them onto my side...somehow." Kyoko replied.

"Okay, because I think the one in black is responsible for the Mahou Shoujo killings."

"What?!" Madoka was shocked to her such a thing. "Mahou Shoujo killings?!"

"Yeah, I came across a few corpses before I came to Mitakihara." Kyoko said. "Lucky I did, cause I might've been next."

"Yes, well, her weapons look like they could be the cause of the deaths."

"What would they have to gain though? What would killing all of us off achieve for them?" Kyoko asked.

"That, I have no accurate answer for that, but I do have two guesses. One is that this a revenge mission, what for? I've got no idea. My second guess is that they found out the truth about Mahou Shoujo, and decided to wipe the world of us, so Witches can no longer exist."

"That's interesting...wait, how do you know about the Witch transformation?" The redhead asked.

"It didn't take long for me to figure it out." The dark blue haired girl closed her eyes, only to open them to reveal that her left eye had become red.

"My magic can allow me to analyse Mahou Shoujo, Witches and soul gems. I found out that the Witches are made of the curses that corrupt our soul gems. Didn't take long for me to put two and two together after finding that out."

"Analyse soul gems?" Madoka said, off handedly.

"Yeah, I can tell how long someone's got before they turn Witch if they don't purify their soul gem."

"Can you check Kyoko-chan's?"

"Hey! I told you, I got plenty of time." Kyoko remarked.

"It can't hurt, can it?" Madoka asked, wondering how it could hurt at all.

"Don't worry it doesn't hurt a bit. Just place your soul on the table, and I can estimate how much time you have left."

Kyoko hesitated doing so, until she saw Madoka. "Please?" The pinkette asked, at which point Kyoko gave up and slowly put her soul gem on the table.

Chishiki stared at the gem intently before revealing Kyoko's time limit. "You have about six or so days before the corruption consumes your soul."

Madoka sighed. _That's plenty of time for Kyoko-chan to purify herself._

"Although, I found something else with your soul gem."

"What? What is it?" Kyoko questioned.

"Looking at it, most of your soul is emanating magic, but a part of you isn't. This is something I haven't seen before." Chishiki continued to stare at the gem before Kyoko snatched it off the table.

"Did something go wrong with your contract with an Incubator?" Chishiki inquired.

"No, at least Kyubey didn't say anything about it."

"Hmm, in that case, it seems you've either lost a part of your powers or your just weaker overall." Chishiki said.

Kyoko immediately remembered something from that statement. Something from the deep parts of her mind at the mention of lost powers.

_Rosso Fantasma..._

"Is there a way to fix her soul gem?" Madoka asked worriedly.

"I'm not sure, I guess it would depend on the cause...like I said, this is something I haven't seen before. I'm interested on how something like this happened."

The sound of glass shattering silenced their conversation as they turned to see a person wearing black, crash through a nearby window. It was the same Mahou Shoujo from that morning. Bright red claws extended from her sleeves.

Kyoko and Chishiki transformed in the spot, while Madoka hid behind Kyoko's back. The redhead assumed a battle pose, while the dark blue haired girl took aim at the new Mahou Shoujo.

Footsteps echoed through out the house, there was someone else in there as well. Standing in the entrance to dining room, was a Mahou Shoujo wearing white. She broke the silence with a single statement.

"Surrender now, and I promise, I will only kill Madoka Kaname."


	5. Chapter 5: Captured

**Authors Note: credit goes to Villian84 for the OC at the end of this chapter.**

Karasu opened her eyes and stared at the painting she just made.

...interesting...

One side of the painting consisted mostly of a pink and red mess, while the other side looked a lot like fire. Tsurara once commented that she might be subconsciously using magic when she painted like this. She and Ko liked to watch her work,though Ko would distract her sometimes with some smartass comment.

Chishiki's voice entered her head, interrupting her thoughts.

_Err, guys...get to my place, now. We have a situation._

Tsurara heard the call too. The white haired girl sighed.

_Just what has she gotten herself into now?_

The four Mahou Shoujo in the house stood perfectly still, waiting for someone to make the first move. Kyoko was trying to comprehend what the Mahou Shoujo just said, before voicing her question out loud.

"Why Madoka? Why do you want kill her?" The redhead could feel Madoka gripping the back of her outfit tighter as she asked.

_Poor kid is probably scared out of her wits right now._

"To save our world." Oriko answered.

"Oh I see, now it makes sense." Chishiki said, figuring it out. She still had her sights aimed on the black Mahou Shoujo. "Since Kaname-san's potential is above anything ever seen, she would become the strongest Mahou Shoujo to have ever existed. That however, means she would become the strongest Witch ever, one that would probably dwarf Walpurgisnacht in power." She narrowed her eyes.

"What I don't understand, is the killings of other Mahou Shoujo. What could you possibly gain from that?" She asked, though she was already beginning to suspect the reason.

Oriko was surprised that someone could figure it all out so quickly. _She's a smart one. Depending on how the situation turns out, she could be a powerful ally, or an annoying enemy. _She just smiled however, and answered the question. "I had hoped to distract Kyubey with those deaths. I could not hope to strike at Madoka directly, not when the Incubator was so close to her."

It was strange, but some reason the white Mahou Shoujo reminded Kyoko of Homura.

Oriko stepped forward. "So please, step aside. I promise her death will be as quick and painless as possible."

"Wait, can't we talk this out like calm minded people?" The dark blue haired girl asked.

Spheres were summoned around Oriko. "Afraid not. Madoka Kaname dies here." The objects launched themselves towards Kyoko.

Kyoko gripped her spear tighter in anger. "Like hell that's gonna happen!" The redhead struck the ground with her spear, causing the ground to shake. Two spears shot out from under Oriko but she managed to jump back in time. A red barrier also appeared in front of Kyoko, blocking the the attack by Oriko.

"So that's your decision. Very well, so be it." She re summoned the sphere like objects around herself again as Kyoko charged forward.

Kirika tried to intercept her but was stopped by Chishiki. The bayonet of the rifle clashed with the red claws. The dark blue haired girl jumped back and fired a shot, only to get deflected by Kirika's claws. The two then engaged in melee combat, creating red sparks as they fought.

"Kaname-san! Get upstairs and stay there! Let us handle this!" Chishiki yelled as she dodged an attack. Madoka yelped and scrambled up the the house, away from the ensuing battle. She locked herself inside the closest room she could find.

The pinkette stood leaning against the door, trying to catch her breath. She looked around the room and realised it was someone's bedroom. The house shook as the pinkette slowly backed away from the door.

_Why is this happening? Why must Mahou Shoujo always fight each other?_

The entire house shook as the girls continued their brawl downstairs. Madoka could hear glass shattering and objects breaking as the girls fought. She covered her ears, trying drone out the sound.

"I wish they would stop fighting."

Kyubey appeared in the window of the room, his body casting a shadow over Madoka herself. His eyes seemed to glow red for a moment. "If that's what you want, I can make it happen."

Madoka ignored him as she pressed her hands against her ears harder. She saw something gleam in the light out of the corner of her eye. The object rested on top of a nearby desk.

Madoka walked over to inspect it, and gasped silently when she saw what the object was.

Kyoko kept up her constant slashing, while Oriko continued to effortlessly dodge the attacks as she continued to speak to the redhead.

"Why do you protect her so? I'm trying to save everyone."

Kyoko's blade missed Oriko's head by inches. "Like I'm gonna explain myself to you!"

The redhead launched the ball and chain from under the spear towards Oriko. She dodged that attack by Jumping back, Oriko shot an energy ball from her palm, striking Kyoko on her stomach, exploding on impact. The blast sent her flying and landed at the bottom of the stairway that led to the second floor of the house.

Getting up, she summoned four more spears to her side. Using magic, Kyoko engulfed the tip of each weapon in a blinking red light. The redhead threw each spear at the white Mahou Shoujo, all the weapons landed around her. She looked confused for moment, before each spear exploded while in the ground.

The redhead smirked at her work. _That should end her. _

The smoke started to dissolve, revealing the white Mahou Shoujo, unhurt by the attack. She had put up her own barrier to shield herself.

_Damnit..._

Before Kyoko could make another move, Oriko sped forward with immense speed. Her fist connected with Kyoko's temple, sending her into a nearby wall. The girl fell to the ground after the hit. Kyoko rubbed the side of her head as she attempted to get back up.

_How is she so fast?_

The foot of the other girl struck the redhead's back, keeping her down on the ground. The white Mahou Shoujo was surprisingly strong as her foot kept Kyoko down. The redhead was able to turn her head just enough to see the girl raising her palm towards her. Another sphere formed in the palm, she was going to attack point blank, and Kyoko was powerless to stop her. Closing her eyes, Kyoko braced herself for the end.

_Sorry Homura..._

A loud sound resonated throughout the entire house. Chishiki and Kirika stopped fighting and turned their heads towards the source of the sound. The attack disappeared from Oriko's hand, her hand shot up to her shoulder and clutched it in pain. It was then she realised it was wet. Removing her hand to look at it, she saw red liquid covering her palm.

She could hear the sound of something cluttering down the steps of the house, before slightly tapping her shoe. She turned her head to see what it was, her eyes widened when she saw that it was a bullet casing. Completely turning around, her eyes made contact with another pair of eyes at the top of the staircase.

Madoka was there, trembling, holding a pistol in her hands. The girl was still in shock at what she had done. Madoka avoided violence when ever she could, but this was something she had to do. Everyone always watched over her, protected her, and it made her feel weak.

Ever since she had been dragged into the Mahou Shoujo business, all she ever did was sit on the sidelines. Mami was dead, Sayaka was dead and Homura too. She was their friend, but they all died because she was too scared and weak to do anything to help them.

She had enough of it. She wasn't going to let another friend die, not if she could help it. Just because she wasn't a Mahou Shoujo, doesn't mean she wouldn't help. The pinkette lost too many friends, she wasn't going to lose Kyoko too.

Even so, shooting someone in the back made Madoka feel sick. Oriko narrowed her eyes, angry at herself for letting down her guard. Summoning the spheres again, she sent them all flying toward Madoka. The pinkette was about to pull the trigger again, until a large torrent of ice crashed through the wall, taking the full force of Oriko's attack, before shattering completely.

Kirika felt herself being grabbed and restrained from behind. Tsurara and Karasu had arrived just in time.

Ko saw the state the house was in, and laughed. "Well, I always said you guys needed to renovate the place."

The two girls nodded at Chishiki, who then shot Oriko in the leg, tripping the girl over.

Kyoko saw her chance, using her whole body, she pinned Oriko to ground, and just like that, the tide of battle had turned. The redhead summoned a spear in her hands and pointed the blade right at Oriko's soul gem. All she had to do, was make the killing blow. The redhead griped her weapon even tighter and raised it to strike back down.

"Kyoko-chan! Wait!" Madoka's voice caused Kyoko to halt the spear just centimetres away from the gem. The pinkette came to her side almost immediately, nearly slipping on the steps. "We don't have to kill them."

"What? Seriously? They want you dead, do you really want to let them go?"

Kyoko had let her guard down for a single moment, and that was all Oriko needed. Pushing the redhead off herself, Kyoko's spear fell from her hands, and into Oriko's.

The white Mahou Shoujo aimed it at Madoka and tried again to kill her. Kyoko grabbed Madoka's arm and pulled, it moved her to the side just as the blade just missed her head.

Tsurara and Karasu let go of Kirika and rushed to help.

The sound of police sirens filled the ears of everyone in the house. Chishiki ran to windows and sure enough, there were three police vehicles outside. "Everyone, we need to get out of here now!"

No one needed to be told twice, as Oriko and Kirika were the first to leave through the back door of the house. Oriko turned her head back to the pinkette right before she left however. "This isn't over."

Her voice chilled Madoka to the bone, freezing her legs on the spot. Kyoko started pushing her, telling her to move her feet so they could leave before the police busted down the door. They ran as far as they could and soon found themselves inside an alleyway. The part of the city where Tsurara and Chishiki lived had a lot of buildings and such to hide in. They would have to stay hidden until the heat died down.

Madoka sat on the cold ground, completely out of strength. She just didn't have the stamina like the Mahou Shoujo did. She was still clutching the gun in her hands as she rested.

Kyoko laughed inwardly at the irony. She was supposed to protect Madoka, but if it wasn't for her, then the redhead knew she would dead right now. "Hey Madoka-san, where did you get that anyway?"

"Oh, in a bedroom." She turned to the Kasamino girls. "Um, whose is this actually?"

"The gun is mine." Tsurara answered.

This confused Kyoko. "Wait, Japanese law prohibits the use of firearms by civilians. How did you get a hold of one?" Kyoko knew that law because Homura once mentioned it before.

"It was a gift from someone, said I might need it to keep myself safe."

"Oh, sorry I used it. Here." Madoka tried returning weapon. However Tsurara simply pushed it back to the pinkette.

"Keep it, you never know when you might need to use it again. Besides its not like someone like me would need it anyway."

"Are you sure?"

"Yeah, look just keep the damn gun okay." The white haired insisted. Madoka nodded and put the gun down at her side.

"So does this mean you guys will agree to help us?" Kyoko inquired.

Three girls looked at each other before nodding simultaneously. Kyoko breathed out a big sigh of relief as her own legs gave out and sat on the ground to rest next to Madoka.

Karasu turned her head to Tsurara. "Hang on, you didn't want to fight Walpurgisnacht, why the sudden change of heart?"

The other girl looked away from her. "My reasons are my own. Lets leave it at that."

Tsurara and Chishiki decided to go with the redhead and pinkette to Mitakihara. Karasu had to stay in Kasamino for the time being.

"Sorry I can't go with you guys, not yet anyway, I need to get back home before bedtime."

"Then come tomorrow. You can ditch school, come over, then get back before your parents notice a thing." Chishiki suggested. "I'll use my magic to find you, do you don't have to worry about getting lost."

After figuring out the small details, Karasu split off from the group, and headed home. Madoka started to leave the alley before Kyoko grabbed her shoulder.

"Why not let me hang on to that? It's going to attract some unwanted attention if people see a little girl holding a gun." Madoka nodded and gave the gun to her friend. Kyoko pocketed the weapon and lead the walk to Mitakihara. As she walked, she felt the gun move around in pocket, and an idea started to form in her mind.

_Unknown Location_

A dark, dimly lit room had only one person within it. The person sat on a creaking chair, like it was a throne to her. Only a few candles and the person's long orange hair illuminated the room. The young girl who sat on the chair, stared at a photo in her hand. It was partially burned on one of its corners.

It depicted a very young girl, with two older people, all of them smiling. It was a family photo that was taken a long time ago. The girl was reminiscing about the past as she was simply waiting for her servant to arrive.

Soon her soul gem, which sat on a nearby desk, began to pulsate orange light. It was reacting to the presence of something.

So it's finally here.

The footsteps of another person echoed through the house. Soon a younger girl with shoulder length silver hair and golden eyes, wearing a black cloak stood before her.

"It's done milady. The retrieval is complete. We lost twenty six percent of our main forces in the operation however." The younger girl spoke. Her voiced showed that she revered the girl in front of her.

"No matter, those can be easily recovered."

The orange haired girl got up and took her soul gem to transform. Unlike most Mahou Shoujo, whose outfits suited them for speed and flexibility in combat, hers didn't specialise in that area.

Her outfit was much more like a lightweight suit of armour, consisting of red, orange and yellow, the colors of fire. She had a helmet too, which her soul gem resided within the a small space in the front, surrounded by a gold trim.

Her hair flowed from the back of the helmet as she walked, It would've been easy for someone to mistake her hair for fire itself, as it slowly gave off embers as she continued her stroll.

Eventually she reached an open field, everything had been burned. The grass, the tress, even the dirt itself. The girl used her soul gem, and entered a Witch barrier with her servant in tow.

No familiars to fight, No twisting labyrinth to navigate, no, they found what they wanted the moment the two set foot within the barrier. A Witch, the strongest one of all, Walpurgisnacht, hovered in air, trapped by four other Witches who wrapped bone chains around it. Walpurgisnacht continued its attempt to struggle free from its bindings, but it was futile.

The orange haired girl smiled at the sight.

_Finally, my army will be complete. _

The girl evoked a magic circle underneath Walpurgisnacht. Runes appeared on the outside of the circle, while two pentagrams, one right side up, one upside down, were placed within the circle, overlapping one another.

Walpurgisnacht let out a loud wail of pain as electricity bolts shot up and struck the Witch, before resisting the power of the circle and sending out a large gust of wind in all directions, knocking the two girls away from it.

The girl with orange hair found this to be amusing. She marvelled at the amount of power Walpurgisnacht had, even when restrained. As she got back up, she clapped slowly, sarcastically.

The other girl worried for the safety of her master. "Please Hakai-sama, be careful."

"I will be okay, just trust me Saiken-chan." She turned her head back to Walpurgisnacht.

"I guess you aren't the most powerful Witch for nothing are you? No matter. It won't make a difference how strong you are."

The circle was summoned again. This time it glowed brighter, much stronger than before.

"You're still. Just. A Witch!"

Thousands of souls shrieked in pain.


	6. Chapter 6: Practice

Madoka sat in her room late at night. She had homework to do but was completely distracted and couldn't concentrate. Her family had just received word that they would be attending Sayaka's funeral tomorrow. It still hurt, to remember what happened to the blue haired girl. Madoka had known her for years and this was how she ended up.

Her thoughts soon drifted to Homura. She wondered if she would get a funeral too. She didn't remember Homura mentioning anything of her family, in fact the pinkette didn't know much of anything about the mysterious transfer student at all. She did know that Homura was kind to the pink haired girl, in her own weird way of course.

_Did Homura-chan even have other friends?_

Madoka tried to think back and remember if the dark haired girl had any other friends. In the end, the only one she could think of was, Kyoko. She had seen them working together on the bridge, on the night they all found out what the soul gems were.

Madoka made a mental note to ask the redhead about Homura. She smiled at the thought of the two of them together. The two of them would've made a cute couple to Madoka. She thought it would have been nice to see Homura smile just once.

Madoka yawned. So much had happened in a single day for her. She didn't keep track at how many times she nearly died today. She wondered why Kyoko was so willing to lay down her life for her. It bothered the pinkette. She believed that she had no outstanding qualities. She saw herself as a perfectly average girl, but still, Kyoko saved her life, and they didn't even know each other that well.

Turning her head towards the clock, she saw that it was getting late and that she should get to sleep, tomorrow was going to be a long day.

_Akemi Residence_

Kyoko opened the door inside Homura's home. She lead Chishiki and Tsurara to take a seat in the large strategy room. The two girls were taken back by the room itself. The white walls, the floating pictures, the candles and the large pendulum the swung from side to side were things that the two girls didn't expect.

After adjusting to the oddness of it, the dark blue haired girl started going through all the notes laid out on the table. She was astounded at the amount of information that had been gathered about Walpurgisnacht. Abilities, battle patterns, size and even locations it would most likely appear in the city.

"How did you obtain all of this?" Chishiki asked, her mouth slightly gaped open in surprise at the sheer amount of information.

"A friend got all of this together. This is her home, she had been planning to defeat Walpurgisnacht for a long time."

"Oh? Who is she? I would like to meet her." The sniper asked curiously.

Kyoko stayed silent for a moment. "She's dead." The redhead stuck a pocky in her mouth, trying to ignore the feeling of guilt in her chest. That would be impossible however as long as she stayed in Homura's home. A month ago, she would've had no problem claiming this place for herself, but she couldn't do it now. It wouldn't feel right to take it for her own, not after the kindness Homura had showed her. She chuckled at herself, she didn't realise before now that coming back to Mitakihara had changed her so much.

"...I see. My apologies." Chishiki continued to scan a document about Walpurgisnacht.

The white haired girl started going through everything that was there as well. Tsurara ended up looking at a list a weaponry. She was sure just about every modern military weapon was listed here. "How did your friend even get all of this? She must've raided an entire army base obtain this many weapons."

Kyoko figured it was about time she showed them Homura's video. It would most certainly save the redhead a lot of time explaining things to them.

After viewing the video, the two girls were quite overwhelmed by it. It all seemed so absurd, but they couldn't dismiss as nonsense, it did certainly resolve Tsurara's earlier question.

"Well," Tsurara started. "This sure does explain all those déjà vu moments I've been having."

"Lets take a look at this stash of weapons she had." Chishiki suggested.

Kyoko nodded and activated the program to reveal the armoury. The process was a little complicated, thankfully Homura explained on how to open it in her video. Soon, a part of the wall near the computer started to rise, revealing a dark room with many dim red lights on the ceiling. Kyoko peered into the room, she eventually found a switch on a wall, flipping it caused the ceiling lights to illuminate the rest of the room. All three girls gasped at the sight.

The armoury was absolutely massive is size. All kinds of military weapons were stacked and shelved on both sides of the room. This was a little concerning to Chishiki. She realised that if someone with this much military weaponry couldn't defeat Walpurgisnacht, then what difference would three more Mahou Shoujo do? Regardless, there was no turning back now. Walpurgisnacht had to die, she was sure her ability to see the weak point of Witches would be enough to turn the tide of this battle. She hoped that would the case anyway.

_The Next Day, Kaname Residence_

Madoka awoke from the light of the sun shining through her blinds. The mood around the house was not what it used to be. It was a silent morning for most of the Kaname's. Only Tatsuya remained cheerful in spite of it all, the rest of the family smiled at his innocence.

Madoka said goodbye to her family as she began her walk to school. When she was a good distance away from her home, and was completely alone as she continued down the path, she felt herself being grabbed from behind and a hand covering her eyes.

"Guess who?" A familiar voice said.

"Gah! Let go of me Kyoko-chan!"

Madoka struggled but Kyoko held her tight. The pinkette eventually elbowed Kyoko in stomach, causing her to finally let go.

"Damn, you're stronger than you look."

"What are you doing here Kyoko-chan?"

The redhead rubbed the spot she had just been hit. "You looked a little depressed, so I came to cheer you up."

"Is that only reason you're here?" Madoka asked sceptically.

"No, actually, I...well I wanted to say thanks, for yesterday that is." Kyoko looked at little embarrassed. She rarely ever thanked people before. "Lucky you found that gun when did. You know, you have a pretty good aim. Did you ever practice or something?"

Madoka shook her head. "No, that was the first time I ever fired one."

"So how did it feel?"

Madoka's hands twitched around the handle of her bag at the thought. "I'm not sure. I was surprised at first, I guess." She started rubbing the back of her head with her palm in embarrassment. "Really, I just wanted to save you, that's all."

Madoka could feel her face heating up at those words. Kyoko however, didn't notice this.

"If given the choice, would you use it again?"

"Yes." Madoka answered without hesitation. "I want to help, I...I want to fight with you." Her pink eyes stared right at the red eyes Kyoko had. Kyoko knew that look, it was one of determination, Madoka wouldn't back down from her decision now that she had made it.

"Are you sure? You know this will be very dangerous."

"Yes."

"You know that you'll get hurt more easily? The chance of you dying is much higher than mine."

"I don't care! I can't stand by while everyone fights for me! Please let me help." Madoka was pleading to help.

_Still way too kind for her own good. Well, I guess I can't stop her now that she's made up her mind._

Kyoko smirked, showing her fang. "Alright then, you wanna ditch school to get some target practice? You'll need it if you're going to help me fight."

Madoka was unsure about whether or not she should ditch school again. She didn't want to anger her mother and get Kyoko into trouble. Her mother was scary enough as she ranted on about the people she had to work with. However the pinkette meant it when she said she wanted to help.

"Something wrong?" Kyoko asked as she titled her head at the nervous pink haired girl

"It's my mother, I'm not sure she would like it if I missed school again."

"You worry too much!" The redhead said as she slapped Madoka on the back. Though that comment was somewhat hypocritical however, as Kyoko worried immensely about what was going to happen in less than a week. Still, Madoka didn't need to know that.

"Madoka-san? Who's that?"

The pinkette and the redhead turned to see where the voice had come from. It was Hitomi.

"Oh, Hitomi-chan. This is a friend."

Madoka nudged Kyoko to introduce herself.

"I'm Kyoko Sakura."

"Hitomi Shizuki." She said with a slight bow. "Do you, go to our school by any chance?"

"Nope, I don't go to school."

"What? You don't?" Madoka asked.

Kyoko blinked at her. "Wait, I didn't mention this before?"

Madoka shook her head. Kyoko sighed and realised there were a lot of things the veteran has yet to tell Madoka about. They had only known each other for a few days, but it seemed longer to the redhead.

"Well Madoka-san? You gonna come with me or go to school?"

"Huh, you're going somewhere?"

A certain white creature sat on a tree branch. The alien's beady red eyes stared right at the pink haired girl as she talked.

_I'm going to have to try a different tactic._

Kyubey's gaze went from Madoka to the green haired girl. He watched as the conversation ended between the three humans.

"Sorry Hitomi-chan, but I can't go to school today."

The pinkette and the redhead turned around and started walking away. Madoka turned her head back to face Hitomi for a moment.

"I'll see you after school okay, I'll be there."

The green haired girl nodded, knowing what Madoka meant. She would be attending Sayaka's funeral too.

_Outskirts of Mitakihara_

Karasu and Ko entered the city, not knowing where the hell they were suppose to go. The two stood on a path, with a stream of water flowing on one side, and a bunch of trees on the other. They just passed a old church on the way here, they didn't know why, but it gave them a bad feeling.

"So where do we go now?" Ko asked.

"I guess we wait, Chishiki-san said she would find us with her magic."

True to her word, the dark blue haired girl appeared before them from the trees. The girl tilted her head at the two, and gestured them to follow her. Along the way, the sniper filled them in on what they found out last night.

"That's...wow." Karasu was stunned. Her own problems felt so insignificant when compared to Homura Akemi's.

Ko landed on Chishiki's shoulders. "You know, if I had heard this from anyone else, I'd call them insane."

"You're one to talk." The dark blue haired girl retorted. "Then again, the fact that were all going to fight Walpurgisnacht, some might consider us to be insane." Chishiki said with a smile.

"Umm, do you know why Tsurara-san is fighting Walpurgisnacht with us. She was against it before, but now she helping us." The black haired girl asked. She moved a part of her hair away from her left eye as she walked.

"Are you serious? You actually don't know?"

"Should I have known?"

"The only reason she's fighting is-" The dark blue haired girl cut herself off, and smirked at the crow controlling girl.

"Actually, it's probably better that you figure it out on your own."

"What?! You've got to be kidding me!"

"Believe me, it's better for the both of you that way." With that, Chishiki sped up her pace with a knowing smile on her face. Karasu followed her, confused.

In another part of the city, Tsurara was cutting up familiars with her ice sword within a labyrinth. The Witch proved to be no issue for her as large ice spikes pierced the body of the Witch. The white haired girl recovered the Grief Seed, it was the forth one she had gotten that day.

She was on a Witch killing spree to obtain as many Grief Seeds as possible for the upcoming battle. They would need many spares in hand so the Mahou Shoujo would have no reason to hold back with their magic.

Witch after Witch fell before her, it wasn't long however, that her own soul gem started to get cloudy. Using a single Grief Seed, she purified herself to keep her mind from going insane. Kyubey was near her conveniently, he always did seem to be available whenever a Grief Seed needed to be consumed or whatever his species did with them.

The ice powered Mahou Shoujo had only known Kyubey for as long as she owned Kasamino with the others. However it was not the creature she made a contract with, the creature she contracted with went by the name Rubey. Although Kyubey didn't seen much different from it's brethren. She suspected that their species were more unified than the human race was.

"You know who Oriko Mikuni is, right Tsurara Samui?" Kyubey asked, looking up at the white haired girl.

"Oriko Mikuni? You mean the one with white hair and green eyes?" Kyoko and Chishiki had informed her about the battle within the house. "The one who wants Madoka Kaname dead right?"

"That is correct. She has become quite troublesome as of late. So I ask, if you and any of the other girls could dispose of her for me."

"Dispose? You mean kill her right?" Her ice blue eyes stared right into the beady red eyes of the Incubator.

"Yes, she is becoming more of hindrance, so she must be eliminated."

_A hindrance huh? He probably wants to contract Madoka Kaname and since Oriko is against that, he wants her out of the picture. I don't have the time to go picking fights with other Mahou Shoujo. _

Those red eyes blinked for a moment.

_Still, I should be careful about how I word my answer, don't want him thinking I'm a hindrance too._

"I don't have the time to be actively searching for her, however..." The white haired girl summoned her ice blade from her hand. "...If she gets in the way, then I won't hesitate to kill her."

Kyubey, deeming that answer satisfactory, nodded and left, leaving her to continue her Witch hunt.

_Akemi Residence_

Homura's strategy room was the largest room next to the armoury itself. So Kyoko took the time to set up a few targets, those targets being empty soda cans all drained by Kyoko Sakura herself.

The redhead was in the middle of going through another can when Chishiki entered the room. Karasu and Ko went on a Witch hunt when the dark blue haired girl advised them to do so.

Madoka was still trying to get used to the oddness of the room as she held on to the black pistol in her hands. The weapon Madoka found was a Glock 17. The gun fired 9mm rounds, it took awhile, but the girls did finally manage to find spare ammunition from within the large armoury.

When Madoka found the gun, everything had been set up so the weapon could fire at a moments notice. Lucky it was, otherwise Kyoko might not be alive to go through an eighth soda can. Though they were zombies, the human body was still fully functional as long as the soul remained within the hundred meter radius.

Chishiki waited, and sure enough, Kyoko put down her ninth can and ran out of the room. While the redhead was gone, the sniper explained the process of setting up a gun to fire. Reloading, cocking the gun, switching the safety on and off. All the things that were necessary to know. When Kyoko got back, looking quite relieved, the pink haired girl was ready to start practicing.

The cans were placed atop of the higher benches of the strange room.

"Hold it steady Madoka, just fire whenever your ready." The dark haired girl advised.

Not long later, the pink eyed girl took a shot. It was a miss. Madoka looked depressed at that.

"Hey cheer up, that was pretty close." Kyoko said from a bench, while drinking more soda cans.

"A miss is still a miss." The sniper scolded. "There may very well be familiars of that size, and they will also be moving targets."

Madoka nodded and continued practicing. Her aim was still very shaky at first, but after awhile she had calmed down her nerves. She seemed to get better with every shot after that, and in an hour, Madoka took out every soda can there was. The pinkette seemed to find her hidden talent.

The sniper had to admit, she was very impressed. "Not bad at all Kaname-san."

"Not bad? That was freaking awesome!" Kyoko ran up and wrapped her arm around Madoka. The pinkette blushed at the physical contact.

"Now how about we all go to the arcade to celebrate!" Kyoko yelled as she fist pumped the air. Madoka smiled and tried to imitate the redhead.

Chishiki left a note on the door for the other two girls, explaining where the three had gone.

_Unknown Location_

The orange haired Mahou Shoujo sat within that dark room once more. She watched her soul gem as she waited. Walpurgisnacht was finally in her possession, but there was still one lingering thread that needed to be resolved.

Forty two years ago Walpurgisnacht was sucked into the ground, it turns out that somehow, the most powerful Witch in existence had gotten trapped within something very similar to a Witches barrier. The only questions that remained were, who and how?

"You wished to see me master?"

"Yes. You know that old town we found Walpurgisnacht in, are you sure it was completely abandoned?"

The servant nodded. "Yes master. Not a single human being was there."

"I see." The orange haired girl tapped her foot on the floor boards of the old house. "Then I want all nearby towns and cities searched. This Mahou Shoujo who apparently witnessed Walpurgisnacht's disappearance. I sure she was the one who trapped it. She must be found."

The servant widened her eyes at what her master was saying. "Master, so much time has passed, are you sure?"

"I do realise the chances are slim, but I can't allow anything to foil what I've worked so hard to achieve."

"Very well, I shall get started right away." With a bow, she left the room.

The orange haired Mahou Shoujo turned her soul gem back into its ring form before putting it back on her finger.

A fairly large spider started crawling up her leg, this was expected with such an old house. The arachnid however, was starting to annoy her, so she stared it with her orange eyes and snapped her fingers.

She watched it burst into flames, falling off her leg before hitting the ground. Using her foot, she stamped out the fire and crushed what was left of its burnt corpse.

She loved the smell of something burning to death.

**Authors Note: I kinda want to write a songfic dedicated to this OC using the RWBY theme song "I Burn". Anyways I hope you enjoyed it and I hope you review to give me your thoughts on the story.**


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